8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 20, 2007

VECTREN CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No.	Registrant, State of Incorporation, Address, and Telephone Number	I.R.S Employer Identification No.
1-15467	Vectren Corporation	35-2086905
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000

Former name or address, if changed since last report:

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On February 20, 2007, Vectren Corporation (the Company) announced its plans to commence a public offering of 4,600,000 shares of its common stock.  In connection with the offering, the Company expects to enter into a forward sale agreement with an affiliate of J.P. Morgan Securities Inc., as the forward purchaser.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby furnishing cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries to differ materially from those projected in forward-looking statements of the Company and its subsidiaries made by, or on behalf of, the Company and its subsidiaries. These cautionary statements are attached as Exhibit 99.2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VECTREN CORPORATION
February 20, 2007
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick Vice President, Controller and Assistant Treasurer

INDEX TO EXHIBITS

The following Exhibits are furnished as part of this Report to the extent described in Item 8.01:

Exhibit Number	Description
99.1	Vectren Announces Public Offering of 4,600,000 Shares of Common Stock
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

         News

         Release

 

Vectren Corporation

P.O. Box 209

Evansville, IN 47702-0209

February 20, 2007

FOR IMMEDIATE RELEASE

Media contact:Mike Roeder 812-491-4143 or mroeder@vectren.com

Investor contact:Steve Schein 812-491-4209 or sschein@vectren.com

Vectren Announces Public Offering of 4,600,000 Shares of Common Stock

Evansville, Indiana - Vectren Corporation (NYSE: VVC) (the “Company”) today announced its plans to commence a public offering of 4,600,000 shares of its common stock in connection with the forward sale agreement described below. J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as joint book-running managers for the offering with Robert W. Baird & Co. Incorporated, A. G. Edwards & Sons, Inc., Edward D. Jones & Co., L.P., and Wachovia Capital Markets, LLC serving as co-managers. In connection with such forward sale agreement, an affiliate of J.P. Morgan Securities Inc., as forward seller, expects to grant the underwriters an option to purchase up to an additional 690,000 shares of the Company’s common stockto cover any overallotments.

The offering is made under the Company’s registration statement on Form S-3 filed with the Securities and Exchange Commission on February 20, 2007. In connection with the offering, the Company expects to enter into a forward sale agreement with an affiliate of J.P. Morgan Securities Inc., as the forward purchaser. In connection with the execution of the forward sale agreement, and at the Company’s request, the forward seller is borrowing from third parties, and selling to the underwriters in this offering, shares of the Company’s common stock, including any shares related to the exercise of the overallotment option. The forward sale agreement will provide for settlement on a settlement date orsettlement dates to be specified by the Company within approximately 24 months of the date of this offering. Subject to certain exceptions, the Company may elect to cash settle or physically settle the forward sale agreement. On a settlement date, if the Company elects to physically settle the forward sale agreement, it will issue shares of its common stock to the forward purchaser at the then-applicable forward price, which will be equal to the public offering price of the Company’s common stock in this offering, less the underwriting discount, subject to further adjustment as described in the forward sale agreement. The Company currently expects to physically settle the forward agreement and use the proceeds to repay short-term debt obligations incurred to fund its capital expenditure program and for other general corporate purposes. The Company will not receive any proceeds from the sale of shares of common stock by the forwardseller until the forward sale agreement is physically settled.

The offering of these securities may be made only by means of a prospectus supplement and the accompanying prospectus. Investors may obtain a copy of such documents from J.P. Morgan Securities Inc. at 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, New York, New York 10080.

This news release does not constitute an offer to sell any securities under the offering.

Vectren Corporation is an energy holding company headquartered in Evansville, Indiana. The Company's energy delivery subsidiaries provide gas and/or electricity to more than one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. The Company's nonutility subsidiaries and affiliates currently offer energy-related products and services to customers throughout the Midwest and Southeast. These include gas marketing and related services; coal production and sales; and energy infrastructure services.

EX-99.2

Exhibit 99.2

Forward-Looking Information

A “safe harbor” for forward-looking statements is provided by the Private Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of 1995 was adopted to encourage such forward-looking statements without the threat of litigation, provided those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Certain matters described in Management’s Discussion and Analysis of Results of Operations and Financial Condition are forward-looking statements. Such statements are based on management’s beliefs, as well as assumptions made by and information currently available to management. When used in this filing, the words “believe”, “anticipate”, “endeavor”, “estimate”, “expect”, “objective”, “projection”, “forecast”, “goal” and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause the Company’s actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

·   Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to fossil fuel costs; unanticipated changes to gas supply costs, or availability due to higher demand, shortages, transportation problems or other developments; environmental or pipeline incidents; transmission or distribution incidents; unanticipated changes to electric energy supply costs, or availability due to demand, shortages, transmission problems or other developments; or electric transmission or gas pipeline system constraints.

·   Increased competition in the energy environment including effects of industry restructuring and unbundling.

·   Regulatory factors such as unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under traditional regulation, and the frequency and timing of rate increases.

·   Financial, regulatory or accounting principles or policies imposed by the Financial Accounting Standards Board; the Securities and Exchange Commission; the Federal Energy Regulatory Commission; state public utility commissions; state entities which regulate electric and natural gas transmission and distribution, natural gas gathering and processing, electric power supply; and similar entities with regulatory oversight.

·   Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations.

·   Increased natural gas commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense.

·   Changing market conditions and a variety of other factors associated with physical energy and financial trading activities including, but not limited to, price, basis, credit, liquidity, volatility, capacity, interest rate, and warranty risks.

·   The performance of projects undertaken by the Company’s nonutility businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of synfuel income tax credits and the Company’s coal mining, gas marketing, and energy infrastructure strategies.

·   Direct or indirect effects on the Company’s business, financial condition, liquidity and results of operations resulting from changes in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries.

·   Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, aging workforce issues, or work stoppages.

·   Legal and regulatory delays and other obstacles associated with mergers, acquisitions and investments in joint ventures.

·   Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters, including, but not limited to, those described in Management’s Discussion and Analysis of Results of Operations and Financial Condition.

·   Changes in federal, state or local legislative requirements, such as changes in tax laws or rates, environmental laws and regulations.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.